Ramco Systems Limited announced that its shareholders approved the formulation of the Employee Stock Option Scheme 2026 (ESOS 2026) during the 29th Annual General Meeting held on August 20, 2026. The voting results were declared on August 21, 2026.

Scheme Details

  • Total Options Granted: 15,00,000 options convertible into 15,00,000 equity shares of ₹10 each
  • Scheme Compliance: The scheme is in terms of SEBI (SBEB) Regulations, 2021
  • Implementation Method: Direct route through fresh allotment from the company
  • Administration: By the Nomination and Remuneration Committee (NRC)

Eligibility Criteria

Eligible participants include:

  • Employees designated by the company working in India or outside India
  • Directors of the company (excluding Independent Directors)
  • Employees of group companies including subsidiaries or associate companies

Exclusions:

  • Promoters or persons belonging to the Promoter Group
  • Directors who directly or indirectly hold more than 10% of outstanding equity shares
  • New joinees may participate based on committee discretion

Vesting and Exercise Terms

  • Vesting Period: Commences after 1 year from grant date, extends up to maximum 10 years
  • Exercise Period: Maximum 10 years from respective vesting dates
  • Minimum Vesting Waiver: Applies in cases of death or permanent incapacity
  • Vesting Conditions: Continuous employment and any other criteria specified by committee

Pricing Formula

  • Exercise price determined by NRC at time of grant, linked to market price
  • NRC may provide suitable discount, but price shall not exceed market price
  • Exercise price shall not be less than face value (₹10) of company shares

Grant Limitations

  • Aggregate Limit: Maximum 15,00,000 options under the scheme
  • Per Employee Limit: Generally not to exceed 1% of issued equity capital per year
  • Non-Executive Director Limit: Maximum 3,00,000 options per financial year, 5,00,000 options aggregate

Additional Features

  • Lock-in Period: No lock-in period for shares allotted upon exercise
  • Accounting Method: Fair value method as per IND-AS 102
  • Buyback Provisions: NRC has powers to determine buyback procedures if undertaken
  • Lapsed Options: Return to pool for re-grant if options lapse/surrender/forfeit

Purpose of Scheme

The scheme aims to:

  • Reward employees for their association and performance
  • Motivate employees to contribute to company growth and profitability
  • Attract high-quality talent and ensure long-term retention
  • Retain employees for company growth
  • Create better sense of belongingness with the company